CC Resolution 11139
RESOLUTION NO. 11139
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
AUTHORIZING THE CITY MANAGER TO SIGN THE JOINT POWERS
AGREEMENT TO BECOME A MEMBER OF THE SILICON VALLEY
REGIONAL INTEROPERABILlTY AUTHORITY (SVRIA) AND TO SIGN
THE AMENDMENT TO THE SECOND AMENDED JOINT FUNDING
AGREEMENT (JFA) TO ALLOW THE JFA AND IT'S ASSETS TO
TRANSITION TO A JOINT POWERS AGREEMENT (JPA).
WHEREAS, the City of Campbell has participated as a member of the Silicon Valley
Regional Interoperability Project since 2001 under the structure of a Joint Funding
Agreement between all cities in Santa Clara County, the County of Santa Clara, and other
non-municipal partners for the purpose of enhancing radio and data interoperability; and
WHEREAS, the work of the Silicon Valley Regional Interoperability Project has resulted in
established technology projects and planned future projects of a regional nature, these
projects require a more formalized governmental structure for their maintenance, operation,
and future funding; and
WHEREAS, all of the cities in Santa Clara County and the County of Santa Clara have
agreed to form a Joint Powers Authority to best accomplish the strategic advancement of
regional interoperability in Santa Clara County under the newly created Silicon Valley
Regionallnteroperability Authority.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell does
hereby authorize the City Manager to sign the Joint Powers Agreement (JPA) to become a
member of the Silicon Valley Regional Interoperability Authority (SVRIA) and to sign the
Amendment to the Second Amended Joint Funding Agreement (JFA) to allow the JFA and
it's assets to transition to a Joint Powers Agreement (JPA).
PASSED AND ADOPTED this 22nd day of March, 2010 by the following roll call vote:
AYES:
Council members
Kotowski, Kennedy, Furtado, Baker, Low
NOES:
Councilmembers
None
ABSENT:
Council members
None
A~O.~ V :
~~~
Evan D. Low, Mayor
A~
Anne Bybee, C' y Clerk
RD:SSG
((Q)[PY
JOINT POWERS AGREEMENT FOR THE
SILICON VALLEY REGIONAL INTEROPERABILlTY AUTHORITY
NOVEMBER 18, 2009
RD:SSG
THIS JOINT POWERS AGREEMENT FOR THE SILICON VALLEY REGIONAL
INTEROPERABILlTY AUTHORITY (the "Agreement") is entered into as of this _
day of 20_, ("Effective Date") by and among the public agencies
executing this Agreement (collectively, "Members" and individually, "Member").
RECITALS
A. WHEREAS, in 2001, the Cities of Campbell, Cupertino, Gilroy, Los Altos,
Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, Santa Clara, San Jose,
Saratoga, and Sunnyvale; the Towns of Los Gatos and Los Altos Hills; the South Santa
Clara County Fire District; the County of Santa Clara; San Jose State University; and
the Santa Clara Valley Water District (collectively, the "Network Participants") entered
into an agreement to exercise their joint contracting and purchasing powers pursuant to
Government Code Section 6502 (the "Joint Funding Agreement"), so as to jointly hire
consultants for the conceptual design and implementation strategy for an interoperable
communications network, to jointly purchase a radio and data communications system
or network to provide interoperability for the Network Participants, to integrate this
system or network with other nearby regional public safety communications systems, to
participate in regional interoperability projects, to jointly fund activities and projects
related to interoperability; and to jointly apply for grants and funding to facilitate the
accomplishment of these goals;
B. WHEREAS, the campaign to accomplish the above goals came to be known as
the Silicon Valley Regionallnteroperability Project ("SVRIP");
C. WHEREAS, the SVRIP has been very successful but many new projects and
opportunities have arisen and the joint exercise of powers under the Joint Funding
Agreement is no longer sufficient to address the expanded opportunities and objectives
of the SVRIP;
D. WHEREAS, the undersigned desire to create an independent joint powers
authority to implement and operate the SVRIP and other projects, and to formally
articulate the goals and purposes of the Authority;
E. WHEREAS, a SVRIP Executive Director, employed by the City of San Jose
consistent with the Joint Funding Agreement, has been appointed by the SVRIP
steering committee to assist in the formation and operation of the Authority;
F. WHEREAS, pursuant to the Joint Exercise of Powers Act, Title 1, Division 7,
Chapter 5, of the California Government Code, Government Code Section 6500 et seq.,
two or more public agencies may by agreement jointly exercise any power common to
the contracting agencies; and
G. WHEREAS, the Members have determined that the public interest will be served
by the joint exercise of their common powers through this Agreement and the creation
of a joint powers authority for the purposes described herein.
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NOW THEREFORE, in consideration of the promises, terms, conditions, and
covenants contained herein, the Members agree as follows:
ARTICLE 1 - DEFINITIONS
1. Certain terms used in this Agreement shall be defined as follows:
.1.1. "Agency" or "Public Agency" shall have the meaning provided in
Government Code Section 6500.
1.2. "Agreement" shall mean this Agreement that establishes the Silicon
Valley Regionallnteroperability Authority.
1.3. "Annual Operating Costs" shall mean the day to day expenses of the
Authority (other than systems maintenance expenses) which shall include
without limitation, personnel (except systems maintenance personnel),
overhead, legal and accounting services, and similar costs for the fiscal year; as
such term may be further defined in the policies of the Authority
1.4. "Annual Systems Maintenance Costs" shall mean consulting and
maintenance services for existing hardware and software; systems maintenance
personnel costs; system site/facility maintenance; parts, software/firmware, labor
and equipment for regular maintenance; and noncapital replacements for the
fiscal year; as such term may be further defined in the policies of the Authority.
1.5. "Authority" shall mean the Silicon Valley Regionallnteroperability
Authority.
1.6. "Board" shall mean the Board of Directors which is the governing body of
the Silicon Valley Regionallnteroperability Authority.
1.7. "Central County Agencies" shall include the City of Santa Clara, the City
of Sunnyvale, and the City of Milpitas.
1.8. "Overhead" shall mean the Authority's ongoing necessary administrative
costs (such as system site/facility rent, office rent, utilities, office supplies, and
insurance) which are not separately budgeted as part of a specific project,
program, or service.
1.9. "Members" shall mean the public agencies which are signatories to this
Agreement prior to the Effective Date. Unless otherwise indicated, actions or
approvals of a Member are deemed to be those of the legislative body of the
Member.
1.10. "Multiple Agency Directorship" shall mean any seat on the Board of
Directors which represents more than one Member.
1.11. "Northwest County Agencies" shall include the City of Mountain View,
the City of Palo Alto, the City of Los Altos and the Town of Los Altos Hills.
1.12. "Smaller Member" shall mean any Member whose population is less
than 15,000.
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1.13. "South County Agencies" shall include the City of Gilroy and the City of
Morgan Hill.
1.14. "Southwest County Agencies" shall include the City of Cupertino, the
City of Campbell, the City of Saratoga, the Town of Los Gatos and the City of
Monte Sereno.
1.15. "Working Committee" shall mean the committee described in Article 6 of
this Agreement.
ARTICLE 2 - CREATION AND PURPOSES
2. The Silicon Valley Regional Interoperability Authority is created as described in this
Article.
2.1. Creation of Authority and Jurisdiction. Pursuant to the Joint Exercise of
Powers Act, the Members hereby create the Silicon Valley Regional
Interoperability Authority, a public entity separate and distinct from each of the
Members, to exercise the powers common to the Members and as otherwise
granted by the Joint Exercise of Powers Act. The jurisdiction of the Authority
shall be all territory within the geographic boundaries of the Members; however
the Authority may undertake any action outside such geographic boundaries as
is necessary or incidental to the accomplishment of its purposes.
2.2. Purpose of Authority. The purpose of the Authority is to enhance and
improve communications, data sharing and other technological systems, tools
and processes for protection of the public and public safety and to facilitate
related local and regional cooperative efforts.
2.3. Purpose of Agreement. The purpose of this Agreement is to create the
Authority; to facilitate the implementation of the Authority's projects, systems and
services; to provide for the Authority's acquisition of real, personal and intangible
property, to provide for the Authority's administration, planning, design,
financing, regulation, permitting, environmental evaluation, public outreach,
construction, operation, and maintenance of the Authority's projects, systems
and services; and to provide for any necessary or convenient related support
services.
ARTICLE 3 - POWERS
3. The Authority shall have all powers necessary or reasonably convenient to carry out
the purposes herein, subject to the limitations in this Article.
3.1. The Authority shall have all powers necessary or reasonably convenient to
carry out the purposes herein, including, but not limited to, the following powers:
3.1.1. To obtain and secure funding from any and all available public and
private sources including local, state, and federal government, including but
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not limited to, bond issuances, lease purchase agreements, grants, public
and private contributions, public and private loans, and other funds;
3.1.2. To manage and operate any projects, systems, and services
transferred or assigned to the Authority and fulfill any existing obligations
incurred under the Joint Funding Agreement that are transferred or assigned
to the Authority;
3.1.3. To plan, design, finance, acquire, construct, operate, regulate, and
maintain systems, equipment, facilities, buildings, structures, software,
databases, and improvements;
3.1.4. To lease real, personal and intangible property;
3.1.5. To acquire, hold, or dispose of real, personal or intangible property
by negotiation, dedication or eminent domain;
3.1.6. To own, lease, sublease, acquire, operate, maintain and dispose of
materials, supplies, and equipment of all types including, but not limited to
intangible property such as radio frequencies;
3.1.7. To conduct studies, tests, evaluations, investigations, and similar
activities;
3.1.8. To develop and/or adopt standards and specifications;
3.1.9. To obtain permits, rights, licenses and approvals, including FCC
licenses;
3.1.10. To enter into agreements;
3.1.11. To contract for services from Members, including but not limited to
in-kind services;
3.1.12. To employ consultants, contractors, and staff and to adopt
personnel rules and regulations;
3.1.13. To adopt bylaws, rules and regulations;
3.1.14. To delegate certain powers;
3.1.15. To acquire and maintain insurance of all types;
3.1.16. To accept, hold, invest, manage, and expend monies pursuant to
the Joint Exercise of Powers Act;
3.1.17. To work with elected officials and local, regional, state and federal
agencies, including joint powers agencies and consortia, to pursue funding,
enter agreements, and otherwise act to carry out the purposes of the
Authority;
3.1.18. To incur debts, liabilities or obligations, provided that no debt,
liability, or obligation shall constitute a debt, liability or obligation of the
Members, either jointly or severally;
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3.1.19. To charge for services, programs, and/or system use by means of
subscriber fees or similar charges;
3.1.20. Subject to applicable legal authority, to cause assessments, fees or
charges to be levied in accordance with applicable State and Federal law;
3.1.21. To issue bonds and sell or lease any type of real or personal
property for purposes of debt financing;
3.1.22. To sue and be sued;
3.1.23. To conduct public outreach and education;
3.1.24. To participate in pilot and demonstration projects;
3.1.25. To reimburse Authority officers, employees and officials for
expenses incurred as permitted by law; and
3.1.26. To exercise all powers incidental to the foregoing.
3.1.27. In addition to those powers common to each of the members and
the powers conferred by the Joint Exercise of Powers Act, the Authority shall
have those powers that may be conferred upon it by subsequently enacted
legislation.
3.2. Limitation on Eminent Domain Power. The Authority's power of eminent
domain shall be exercised to acquire real property only in the manner prescribed
by the California Code of Civil Procedure, including the requirements of Sections
1245.230 and 1245.240 of the Code of Civil Procedure (as such statutes and
requirements may be amended) which provide that prior to the exercise of such
power the Board adopt, by a 2/3 vote of the entire Board, a resolution finding
that (1) the public interest and necessity require the proposed project; (2) the
proposed project is planned or located in the manner that will be most
compatible with the greatest public good and the least private injury; and (3) the
property described in the resolution is necessary for the proposed project.
Further, the Authority shall not exercise such power in the jurisdiction of a
municipal or county Member in absence of a resolution approved by a majority
of the Member's governing body evidencing the Member's consent to the
Authority's exercise of eminent domain.
3.3. No Authority Taxing Power. The Authority shall not exercise any power it
possesses to impose taxes on the public, although it may receive the proceeds
of taxes imposed by other entities.
3.4. Restriction on Exercise of Powers. Pursuant to Section 6509 of the Joint
Exercise of Powers Act, the Authority has designated a general law city as the
Member for determination of the restrictions upon the Authority in exercising the
common powers under this Agreement and the City of Cupertino shall serve as
such Member. In the event that the City of Cupertino ceases to be a Member,
the Board may designate by resolution another general law city Member as the
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Member for determination of the restrictions upon the Authority in exercising the
common powers.
3.5. Unless expressly provided to the contrary herein, the Authority does not
intend, by virtue of Section 3.3 or this Agreement, to subject itself to the internal
policies or ordinances of any Member (e.g., Member purchasing or sunshine
ordinances).
ARTICLE 4 - MEMBERSHIP
4. The Members of the Authority are the public agencies who enter into this Agreement
prior to the Effective Date. In the event a city or town listed as represented by a
Multiple Agency Directorship does not enter into this Agreement prior to the Effective
Date, the city or town will not be a Member and the listed entities in the applicable
Multiple Agency Directorship will be deemed amended to reflect this fact without
further action. Admission of a new Member shall not require amendment to this
Agreement, however, after the Effective Date new Members may be admitted only
pursuant to the procedures described in Sections 4.1 and 4.2. Members may
withdraw pursuant to the procedures described in Sections 4.3.
4.1. A Public Agency may be considered for membership in the Authority after
the Effective Date, by presenting an adopted resolution of the Public Agency's
governing body to the Board which includes a request to become a Member of.
the Authority.
4.2. The Authority shall accept new Members upon a majority affirmative vote
of the entire Board, payment of any Board determined fees and charges,
including a pro-rata share of orgpnization, planning, project, and other costs and
charges and upon satisfaction of any conditions established by the Board as a
prerequisite for membership. At the time of admission, the Board shall adopt a
resolution assigning the new Member to be represented by one of the existing
Multiple Agency Directorships and amend the listed entities in the applicable
Multiple Agency Directorship shall be amended to reflect this fact. Each
proposed Member shall also enter into a membership agreement, upon the date
of execution of which it shall be bound to the terms of this Agreement as a
Member.
4.3. Withdrawal. Any Member may withdraw from this Agreement upon at least
6 (six) months written notice to the Authority and the Members. Any Director who
is an elected official of the withdrawing Member and any Working Committee
member who is an official, officer or employee of the withdrawing Member shall
be deemed to have resigned as of the date of receipt of the written notice.
4.3.1. A withdrawing Member shall have no interest or claim in the assets of the
Authority absent an Authority approved written agreement which contains
express provisions to the contrary.
4.3.2. Any withdrawing Member shall be obligated to pay an equitable share,
consistent with the cost sharing principles herein, of all debts, liabilities and
obligations of the Authority incurred prior to the effective date of the
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withdrawal; as such share is determined by the Board, as a condition
precedent to such withdrawal.
4.3.3. Provided, however, that the withdrawing Member's obligations under
Section 4.3.2 shall not extend to debts, liabilities and obligations of the
Authority that are secured or otherwise committed pursuant to specific
project, service, or program agreements ("limited scope agreements") that
expressly omit the withdrawing Memb~r. The specific pro-rata share of the
withdrawing Member of the debts, liabilities and obligations of the Authority
that are secured or otherwise committed pursuant to a limited scope
agreement shall be determined by the terms of those agreements and the
withdrawing Member shall comply with all withdrawal terms of such
agreement.
4.3.4. A withdrawing or withdrawn Member's payment obligation with respect to
its share of debts, liabilities and obligations shall survive withdrawal of the
Member and survive termination of this Agreement.
4.3.5. If a Member who is represented by a Multiple Agency Directorship
withdraws, the listed entities in the applicable Multiple Agency Directorship
may be amended to reflect this fact by a resolution of the Board.
ARTICLE 5 - BOARD OF DIRECTORS; ORGANIZATION
5. The Authority shall be governed by a Board of Directors (the "Board") consisting of
nine (9) Directors. The term of a Director's appointment' shall be three (3) years
although Directors may be appointed for a shorter term consistent with the Board's
bylaws. Directors may be appointed to multiple successive terms. An alternate shall
be appointed for each Director. Alternates shall serve as Directors in the absence of
their respective Directors and shall exercise all rights and privileges thereof.
Notwithstanding the above, each Director and each alternate for such Director shall
serve at the pleasure of the Member( s) they represent and may be removed by such
Member(s) at any time without any right to notice thereof.
5.1. Directors and alternates shall be appointed by the represented Member(s)
as follows and, at the time of such appointment and for the duration of such
appointment, each shall be an elected official of a Member:
5.1.1. Two Directors shall represent the County of Santa Clara.
5.1.2. Two Directors shall represent the City of San Jose.
5.1.3. One Director shall represent the Central County Agencies.
5.1.4. One Director shall represent the Northwest County Agencies.
5.1.5. One Director shall represent the South County Agencies.
5.1.6. One Director shall represent the Southwest County Agencies.
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5.1.7. One Director shall be appointed by the City Selection Committee
(as formed pursuant to Government Code Section 50270 et seq.) for Santa
Clara County. The Director shall be an elected official of a Member who
does not have an elected official on the Board at the time of appointment.
The Director appointed in this manner may be removed by the Member that
he or she serves.
Each directorship described in Sections 5.1.3 through 5.1.6 shall be a Multiple Agency
Directorship and an action by a majority of the represented Members shall appoint and
remove such Directors. If the Director (or his or her Alternate) shall fail to attend 70% of
the meetings of the Board during the fiscal year, the Directorship shall be deemed
vacant and the Authority shall send notice of the vacancy to the represented
Member(s). If a Director shall cease to be an elected official of a Member, his or her
seat shall be deemed vacant. If the City Selection Committee or the represented
Members of a Multiple Agency Directorship fail to select a Director within ninety (90)
days of a vacancy, the Board may appoint an interim Director from the elected officials
of the represented Members (or of those Members who do not have an elected official
on the Board in the case of the City Selection Committee's directorship) to serve until
the appointment of the new Director is completed.
5.2. Each member of the Board shall have one vote. A majority of the
members of the entire Board shall constitute a quorum for the transaction of
business. Except where a supermajority is required by statute, this Agreement or
a resolution of the Board, actions of the Board shall require the affirmative vote
of a majority of the entire Board (i.e., five (5) affirmative votes).
5.3. The Board shall elect annually a Chair from among its membership to
preside at meetings and shall appoint a Secretary who may, but need not, be a
Director. The Board may, from time to time, elect such other officers as the
Board shall deem necessary or convenient to conduct the affairs of the
Authority.
5.4. Meetings. The Board shall hold at least two regular meetings each year.
The Board shall by resolution establish the date, hour and location at which its
regular meetings shall be held. All meetings of the Board shall be held in
accordance with the Ralph M. Brown Act, Government Code Section 54950 et
seq. The Secretary shall cause minutes of all open meetings of the Board to be
kept and shall cause a copy of the minutes to be forwarded to each Director and
the Members within thirty (30) days.
5.5. Bylaws. The Board, at its initial meeting, shall adopt by resolution rules of
procedure ("bylaws"), not inconsistent with the provisions of this Agreement, to
govern the conduct of its meetings. Such rules of procedure shall be in
accordance with the Ralph M. Brown Act. Recommendations for amendments to
the bylaws will be developed by Working Committee and forwarded to Board for
consideration.
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5.6. Political Reform Act Compliance. Directors of the Board, members of the
Working Committee and designated officials and employees shall comply with
the Political Reform Act of 1974, Government Code Section 81000 et seq.
5.7. Executive Director. The Executive Director shall report to and take
direction from the Board and shall have such authority as is specified by
resolution of the Board. Where authorized by the Working Committee, the
Executive Director may sign agreements, applications and other documents on
behalf of the Authority. The Executive Director shall be designated as a
Government Code Section 6505.1 officer who has charge of, handles, and has
access to, the Authority's property and shall file with the Authority an official
bond in the amount set by the Board. The premiums for such bond may be paid
or reimbursed by the Authority.
5.7.1. The SVRIP Executive Director shall serve as the Authority's
Executive Director during the term of the existing employment agreement
between the City of San Jose and the SVRIP Executive Director or until an
Executive Director is selected pursuant to Section 6.7.
5.8. General Counsel. The Authority shall have a General Counsel. The
General Counsel shall report to and take direction from the Board. The Board
may designate one of the Authority's or a Member's employees as General
Counselor contract for such legal services with an independent contractor.
5.9. Policies. The Board may, upon the recommendation of the Working
Committee, adopt policies regarding personnel, conflicts of interest and other
matters that are necessary or convenient for the efficient operation of the
Authority.
5.10. In addition to such duties as may be necessary or desirable for the
implementation of this Agreement, the Board shall have the duty to do the
following within the times specified or, if no time is specified, within a reasonable
time:
5.10.1. The Board shall hold an initial Board meeting within sixty (60) days
of the Effective Date, and adopt an initial budget, work plan, initial policies,
and bylaws with or without a Working Committee recommendation;
5.10.2. The Board shall adopt a work plan for each fiscal year;
5.10.3. The Board shall select a General Counsel;
5.10.4. The Board shall direct the Working Committee to evaluate the need
for such insurance protection as is necessary to protect the interests of the
Authority and its Members, and acquire and maintain if necessary, liability,
errors and omissions, property and/or other insurance.
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ARTICLE 6 - WORKING COMMITTEE
6. Pursuant to Government Code Section 6508, the Authority delegates certain powers
related to program development, policy formulation and program implementation to
the Working Committee described herein. Specifically, the Working Committee shall
have the composition, powers and duties described in this Article and the implied
powers necessary therefor.
6.1. The Working Committee shall ensure that a budget and work plan are
timely prepared and by March 31 of each year, shall review and recommend the
budget and work plan to the Board for approval. Copies of the recommended
budget and work plan shall be promptly sent to the Members and the Directors.
The budget shall indicate the anticipated sources of revenues and the
anticipated uses of such revenues. The work plan shall outline the activities and
priorities of the Authority for the following year.
6.2. The Working Committee may apply for and accept all grants and sub-
grants that are consistent with the approved work plan, provided that either (a)
the amount of matching funds required, if any, does not exceed that threshold
provided in the approved work plan and budget, or (b) a Member or other entity
volunteers to provide the matching funds without a guarantee of reimbursement.
6.3. The Working Committee may take action to implement or modify any
projects, programs or services, provided the projects, programs or services are
consistent with the budget and the parameters and thresholds in the work plan.
Any projects, programs and services that are not consistent with the work plan
and budget shall be reviewed by the Working Committee and recommended to
the Board for approval.
6.4. The Working Committee shall let for bid, if required, and award all
contracts consistent with the approved work plan, provided that the amount of
funds required, if any, does not exceed that threshold provided in the approved
work plan and budget. The Working Committee may approve any contract
amendment, provided that the additional costs to the Authority for such
amendment do not exceed the threshold provided in the Authority's contracting
policy and sufficient funds are available in the approved budget.
6.5. The Working Committee shall approve all agreements with Members and
other public agencies and all other contracts that are consistent with applicable
law and the approved work plan.
6.6. The Working Committee shall recommend a conflict of interest policy and
personnel rules, when necessary, and any amendments of those policies to the
Board for approval.
6.7. The Working Committee shall adopt policies regarding purchasing and
consultants. In addition, the Working Committee may adopt policies on other
issues that are necessary or convenient for the efficient operation of the
Authority.
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6.8. The Working Committee shall recommend an Executive Director, subject
to the Board's approval and approval of the contract between the Authority and
Executive Director.
6.9. The Working Committee shall have eleven (11) Committee Members,
unless such number is increased by a resolution adopted by an affirmative vote
of 2/3 of the entire Board. Each Committee Member shall serve at the pleasure
of the appointing entity identified in Section 6.9.1 and may be removed at any
time by that appointing entity without notice. Each Committee Member must be
an official, officer, or employee of a Member, but no single Member may have
more than three (3) Working Committee Members serving at one time. A
Committee Member may also be removed by the Member who he or she serves
upon notice to the Authority. If a Committee Member shall fail to attend 70% of
the meetings of the Working Committee during the fiscal year, his or her seat
shall be deemed vacant and the Authority shall send notice of the vacancy to the
appointing entity. If a Committee Member shall cease to be an official, officer, or
employee of a Member, his or her s~at shall be deemed vacant. If an appointing
entity shall fail to appoint a Committee Member within ninety (90) days of a
vacancy, the Working Committee may, by majority vote, appoint an interim
Committee Member from the officials, officers, or employees of the Members to
serve until the appointment of the new Committee Member is completed.
6.9.1. Working Committee Members shall be appointed by the following
entities (or successor entities approved pursuant to a resolution of the
Working Committee) as follows:
6.9.1.1. Two City Managers appointed by the Santa Clara
County/City Managers Association.
6.9.1.2. One fire chief appointed by the Santa Clara County Fire
Chiefs Association.
6.9.1.3. One police chief appointed by the Santa Clara County Police
Chiefs Association.
6.9.1.4. The Santa Clara County Executive or his or her designee.
6.9.1.5. Two members appointed by the San Jose City Manager.
6.9.1.6. The Director of Communications for Santa Clara County or
his or her designee.
6.9.1.7. One communications manager appointed by the Public
Safety Communications Managers Association (of Santa Clara County).
6.9.1.8. Two at-large members appointed by the Working
Committee.
6.9.2. Meetings of the Working Committee shall be conducted in
compliance with the Ralph M. Brown Act. The Working Committee may
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adopt by resolution rules of procedure, not inconsistent with the provisions
of this Agreement, to govern the conduct of its meetings.
6.9.3. A majority of the Committee Members shall constitute a quorum for
the transaction of business and actions of the Working Committee shall
require the affirmative vote of a majority of the entire Working Committee
(i.e., as of the Effective Date, six (6) Committee Members).
ARTICLE 7 - FISCAL MATTERS AND FUNDING
7. The Authority shall comply with the fiscal and recordkeeping requirements of the
Joint Exercise of Powers Act and shall take such other actions as necessary or
desirable to address the fiscal, funding and budgeting needs of the Authority.
7.1. Treasurer and Auditor. The Treasurer and Auditor/Controller of Santa
Clara County, respectively, are designated the Treasurer and Auditor of the
Authority with the powers, duties, and responsibilities specified in the Joint
Exercise of Powers Act, including, without limitation, Sections 6505 and 6505.5
thereof; provided however, the Board may revoke this designation by adopting a
resolution appointing one or more of the Authority's or a Member's officers or
employees to either or both of the positions of Treasurer or Auditor as provided
in Sections 6505.6 of the Joint Exercise of Powers Act.
7.2. Accounts and Reports. The Board shall establish and maintain such funds
and accounts as may be required by generally accepted public accounting
practice. The books and records of the Authority shall be open to inspection at
all reasonable times to the Members and their respective representatives. The
accounts shall be prepared and maintained by the Treasurer and/or Auditor of
the Authority. The Auditor shall, within one hundred twenty (120) days after the
close of each fiscal year, cause an independent audit of all financial activities for
such fiscal year to be prepared in accordance with Government Code Section
6505. The Authority shall promptly deliver copies of the audit report to each
Director and the Members.
7.3. Budget. The Board shall adopt an initial budget consistent with Section
5.10 and adopt subsequent budgets no later than April 30th of each year
thereafter. Adoption of the budget shall require an affirmative vote of 2/3 of the
entire Board.
7.4. Fiscal Year. The fiscal year of the Authority shall be the period from July
1 st of each year to and including the following June 30th.
7.5. Debts, Liabilities and Obligations. The debts, liabilities, and obligations of
the Authority shall not constitute debts, liabilities, or obligations of the Members,
either jointly or severally.
7.6. Initial Contribution for Annual Operating Costs. Within thirty (30) days of
the Effective Date, each Member except the City of Los Altos Hills and the City
of Monte Sereno shall make an initial operating costs contribution of $13,157 to
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the Authority. The City of Los Altos Hills and the City of Monte Sereno shall each
make an initial operating costs contribution of $8,000. Notwithstanding the
above, any Member who has already contributed the identified amount pursuant
to the Joint Funding Agreement for the 2009-2010 fiscal year need not make
such initial operating costs contribution.
7.7. Initial Contribution for Annual Maintenance Costs. Within thirty (30) days
of the Effective Date, each Member shall make an initial systems maintenance
contribution of the amount required pursuant to the City Manager's Association
approved maintenance assessment formula.
7.7.1. The City Managers' Association approved maintenance
assessment formula provides the following population allocation
percentages: Campbell - 2.21 %, Cupertino - 3.02% , Gilroy - 2.60%, Los
Altos - 1.60%, Los Altos Hills - 0.48%, Los Gatos - 1.67%, Milpitas - 3.76%,
Monte Sereno - 0.20% , Morgan Hill- 2.02%, Mountain View - 4.16%, Palo
Alto - 3.50% , San Jose - 53.47%, Santa Clara - 6.12%, Saratoga - 1.76%,
and Sunnyvale - 7.66%; and unincorporated Santa Clara County - 5.78%.
7.7.2. The following contributions are due based on the above
percentages: Campbell - $3,315, Cupertino - $4,530, Gilroy - $3,900, Los
Altos - $2,400, Los Altos Hills - $720, Los Gatos - $2,505, Milpitas - $5,640,
Monte Sereno - $300, Morgan Hill - $3,030, Mountain View - $6,240, Palo
Alto - $5,250 , San Jose - $80,205, Santa Clara - $9,180, Saratoga -
$2,640, and Sunnyvale - $11 ,490, and unincorporated Santa Clara County -
$8,670.
7.7.3.' Notwithstanding the above, any Member who has already
contributed the identified amount pursuant to the Joint Funding Agreement
for the 2009-2010 fiscal year need not make such initial maintenance j
contribution.
7.8. Annual Operatinq Costs. Each year, the Working Committee shall propose
projected Annual Operating Costs, which projected costs shall be adopted by
the Board prior to or during approval of the budget.
7.8.1. Population Share. Half of the adopted Annual Operating Costs shall be
allocated to the Members based on their respective population (the
"Population Share"). Each Member shall pay a portion of the Population
Share which shall be determined based on that Member's population. The
Population Share, each Member's share of the Population Share shall be
determined pursuant to the funding policy adopted by the Board at its initial
meeting, as may be amended. The funding policy shall specify the accepted
method for calculating each Member's population (e.g., census data).
7.8.2. Membership Share. Half of the adopted Annual Operating Costs shall be
allocated to the Members based on the principle that Members share these
costs equally, except that the Smaller Members shall pay 60% of a Full
Share (the "Membership Share"). Each Member except the Smaller
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Members shall pay an equal full share of the adopted Annual Operating
Costs (Full Share") the Smaller Members shall pay 60% of a Full Share. The
total of all shares shall be 100% of the Membership Share. A Full Share
shall be calculated according to the formula implementing the above
principle contained in the funding policy adopted by the Board at its initial
meeting, as may be amended.
7.9. Annual Systems Maintenance Costs. Each year, the Working Committee
shall propose projected Annual Systems Maintenance Costs, which projected
costs shall be approved by the Board prior to or during approval of the budget.
7.9.1. Each Member shall pay a share of the adopted Annual Systems
Maintenance Costs based on the principle that Members shall share
systems maintenance costs based on system and service usage and that
until sufficient data is available regarding Member usage, Member
population data is an acceptable proxy for usage.
7.9.2. Each Member's share of the adopted Annual Systems Maintenance
Costs shall be calculated according to the formula implementing the
principles in Section 7.9.1 contained in the funding policy adopted by the
Board at its initial meeting, as may be amended.
7.10. Other Projects, Programs and Services. In the event that a project,
program, service, or reserve fund is approved which has costs that are not
Annual Operating Costs or the Annual Systems Maintenance Costs, the Working
Committee shall either (a) develop a proposed cost allocation formula for the
non-overhead costs based on the principle that costs shall be assessed to
Members based on usage but, if usage data or projected usage data is not
available, until sufficient data is available, Member population and entity type
data are acceptable proxies for usage or (b) conduct or obtain a cost allocation
study which considers usage, overhead, and other reasonable cost factors. The
Board shall approve any such proposed cost allocation.
7.11. Limited Scope Agreements. Where a project or program is intentionally
designed to be limited in scope such that it only provides benefits to particular
Members, the Authority may enter into specific project or program agreements
that provide for cost sharing by the particular affected Members; provided .
however, both the Board and Working Committee must approve such
agreements.
7.12. Contributions on Behalf of Members. Special Districts or other parties may
tender to the Authority those contributions due from a Member on that Member's
behalf.
ARTICLE 8 -GENERAL PROVISIONS
8.' The following general provisions apply to this Agreement.
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8.1. Term and Termination. This Agreement shall be effective as of the
Effective Date. It shall remain in effect until the purposes of the Authority are fully
accomplished, or until terminated by the vote of a majority of the governing bodies of
the Members; provided, however, that this Agreement may not be terminated, until
(a) all bonds or other instruments of indebtedness issued by the Authority and the
interest thereon, if any, have been paid in full or provision has been made for
payment in full and (b) all outstanding obligations and liabilities of the Authority have
been paid in full or provision has been made for payment in full, except as set forth
in Section 8.2.
8.2. Disposition of Property upon Termination. In the event of termination of
the Authority pursuant to Section 8.1 herein and where there will be a successor
public entity which will carryon the functions of the Authority and assume its assets
and liabilities, the assets of the Authority shall be transferred to the successor public
entity. If upon termination pursuant to Section 8.1, there is no successor public entity
which will carry on the functions of the Authority and assume its assets, the assets
shall be returned to the Members as follows: (a) all real property and any
improvements thereon shall be conveyed to the Member which owned the property
prior to the formation of the Authority, and (b) all other assets shall be divided among
the Members in proportion to their respective contributions during the term of this
Agreement. If upon termination pursuant to Section 8.1, there is a successor public
entity which will carryon some of the functions of the Authority and assume some of
the assets, the Authority's Board shall allocate the assets between the successor
public entity and the Members.
8.3. Indemnification. To the fullest extent allowed by law, the Authority shall
defend, indemnify, and save harmless the Members and their governing bodies,
officers, agents, and employees from all claims, losses, damages, costs, injury, and
liability of every kind, nature, and description directly or indirectly arising from the
performance of any of the activities of the Authority or the activities undertaken
pursuant to this Agreement.
8.4. Liability of Board, Officers and Employees. The Directors, Working
Committee Members, officers, and employees of the Authority shall use ordinary
care and reasonable diligence in the exercise of their powers, and in the
performance of their duties pursuant to this Agreement. They shall not be liable to
the Members for any mistake of judgment or other action made, taken, or omitted by
them in good faith, nor for any action made, taken, or omitted by any agent,
employee, or independent contractor selected with reasonable care, nor for loss
incurred through the investment of the Authority's funds, or failure to invest the
same.
8.5. To the extent authorized by California law, no Director, Working
Committee Member, officer, or employee of the Authority shall be responsible for
any action made, taken, or omitted, by any other Director, Working Committee
Member, officer, or employee. No Director, Working Committee Member, officer, or
employee of the Authority shall be required to give a bond or other security to
15
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guarantee the faithful performance of his or her duties pursuant to this Agreement,
except as required herein pursuant to Government Code Section 6505.1. The funds
of the Authority shall be used to defend, indemnify, and hold harmless the Authority
and each Director, Working Committee Member, officer, or employee of the
Authority for actions taken in good faith and within the scope of his or her authority.
Nothing herein shall limit the right of the Authority to purchase insurance to provide
coverage for the foregoing indemnity.
8.6. Successors: Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the successors of the Members. No Member may assign any
rights or obligations hereunder without the unanimous consent of the governing
bodies of the other Members; provided, further, that no such assignment may be
made if it would materially and adversely affect (a) the rating of bonds issued by the
Authority, or (b) bondholders holding such bonds.
8.7. Amendments. This Agreement may be amended only upon approval of all
the governing bodies of the Members. So long as any bonds of the Authority are
outstanding and unpaid, or funds are not otherwise set aside for the payment or
redemption thereof in accordance with the terms of such bonds and the
documentation relating thereto, this Agreement shall not be amended, modified or
otherwise revised, changed or rescinded, if, in the judgment of the Board, such
action would (a) materially and adversely affect (1) the rating of bonds issued by the
Authority, or (2) bondholders holding such bonds, or (b) limit or reduce the
obligations of the Members to make, in the aggregate, the payments which are for
the benefit of the owners of such bonds.
8.8. No Third Party Beneficiaries. This Agreement is intended solely for the
benefit of the Authority and its Members. No third party shall be deemed a
beneficiary of this Agreement or have any rights hereunder against the Authority or
its Members.
8.9. Dispute Resolution. In the event that any party to this Agreement should at
any time claim that another party (or parties) has breached or is breaching this
Agreement, the complaining party shall file with the governing body of claimed
breaching party, and with the Authority, a written claim of said breach, describing the
alleged breach and otherwise giving full information respecting the same. The Board
shall thereupon, at a reasonable time and place, specified by it, give each of these
parties to the dispute an opportunity to be heard on the matter, and shall, upon
conclusion of said hearing, give the Members a full report of its findings and
recommendations. Said report, findings and recommendations shall be deemed
advisory only, shall not in any way bind any of the parties to the dispute, and shall
not be deemed to establish any facts, either presumptively or finally. Upon receipt of
said report and recommendations, if any party to the dispute should be dissatisfied
with or disagree with the same, that party shall provide written notice to the other
parties within ten (10) business days, and the parties to the dispute or their
representatives shall meet at a reasonable time and place to be determined by
them, for the purpose of resolving their differences. No action for breach of this
16
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Agreement, and no action for any legal relief because of any such breach or alleged
breach of this Agreement shall be filed or commenced by any party unless and until
such party has first given to the other parties a reasonable time, after the parties to
the dispute have met to resolve their differences, within which to cure any breach or
alleged breach.
8.10. Notices. Any notices to Members required by this Agreement shall be
delivered or mailed, U.S. first class, postage prepaid, addressed to the principal
office of the respective Members. Notices under this Agreement shall be deemed
given and received at the earlier of actual receipt, or the second business day
following deposit in the United States mail, as required above. Any Member may
amend its address for notice by notifying the other Members pursuant to this
Section.
8.11. Severability. Should any part, term, or provision of this Agreement be
decided by the courts to be illegal or in conflict with any law of the State of California,
or otherwise be rendered unenforceable or ineffectual, the validity of the remaining
portions or provisions shall not be affected thereby.
8.12. Liberal Construction. The provisions of this Agreement shall be liberally
construed as necessary or reasonably convenient to achieve the purposes of the
Authority.
8.13. Headings. The headings used in this Agreement are for convenience only
and have no effect on the content, construction, or interpretation of the Agreement.
8.14. Counterparts. This Agreement may be executed in any number of
counterparts, and by different parties in separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.
8.15. Non-Waiver. No waiver of the breach or default of any of the covenants,
agreements, restrictions, or conditions of this Agreement by any Member shall be
construed to be a waiver of any succeeding breach of the same or other covenants,
agreements, restrictions, or conditions of this Agreement. No delay or omission of
exercising any right, power or remedy in the event of breach or default shall be
construed as a waiver thereof, or acquiescence therein, or be construed as a waiver
of a variation of any of the terms of this Agreement or any applicable agreement.
8.16. Agreement Complete. The foregoing constitutes the full and complete
Agreement of the parties. There are no oral understandings or agreements not set
forth in writing above. Any such agreements merge into this Agreement.
This document continues on the following page.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
City of Campbell
," " //
'\ ~,~""_ 0, ,j" ! I ,t
__ _~V~~ !->'7~'---c-":
Approved as to form:
By:
By:
Name:
~'" , 'I --:7 '
~1I11{// ;':"c..1\
Name:
Title:
c~ 1'1 Ci 01 fA j';/
Title:
City of Cupertino
Approved as to form:
By:
By:
Name:'
Name:
Title:
Title:
City of Gilroy
Approved as to form:
By:
By:
Name:
Name:
Title:
Title:
City of Los Altos
Approved as to form:
By:
By:
Name:
Name:
Title:
Title:
Town of Los Altos Hills
Approved as to form:
By:
By:
Name:
Name:
Title:
Title:
18
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Town of Los Gatos
By:
Name:
Title:
City of Milpitas
By:
Name:
Title:
City of Monte Sereno
By:
Name:
Title:
City of Morgan Hill
By:
Name:
Title:
City of Mountain View
By:
Name:
Title:
T-15939\592861_3
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JPA Agreement
19
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
RD:SSG
City of Palo Alto
By:
Name:
Title:
City of San Jose
By:
Name:
Title:
City of Santa Clara
By:
Name:
Title:
County of Santa Clara
By:
Name:
Title:
City of Saratoga
By:
Name:
Title:
T-15939\ 592861_3
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JPA Agreement
20
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
Approved as to form:
By:
Name:
Title:
RD:SSG
City of Sunnyvale
By:
Name:
Title:
T-15939\ 592861_3
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21
Approved as to form:
By:
Name:
Title:
RD:SSG
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22
RD:SSG:SSG
11/18/2009
~(Q)[Plf
"
FIRST AMENDMENT TO THE SECOND AMENDED SANTA CLARA COUNTY
DATA COMMUNICATIONS NETWORK JOINT FUNDING AGREEMENT
This First Amendment to the Second Amended Joint Funding Agreement
("Amendment") is made by and between the Cities of Campbell, Cupertino, Gilroy, Los
Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa
Clara, Saratoga, Sunnyvale, the Towns of Los Gatos, Los Altos Hills, the South Santa
Clara County Fire District, County of Santa Clara, San Jose State University and the
Santa Clara Valley Water District (individually referred to as "Network Participant" and
collectively "Network Participants") and is dated for identification purposes this 1 st day of
November, 2009.
Recitals
WHEREAS, the Network Participants established the Silicon Valley Regional
Interoperability Project ("SVRIP") for the purpose of creating county wide radio
interoperability and a public safety radio and data communications network; and
WHEREAS, the Network Participants approved the Santa Clara County Data
Communications Network Joint Funding Agreement for the SVRIP in May 2001;
WHEREAS, the Network Participants amended the Santa Clara County Data
Communications Network Joint Funding Agreement for the SVRIP in March of 2002;
and
WHEREAS, the Network Participants amended the Santa Clara County Data
Communications Network Joint Funding Agreement for the SVRIP in September of
2004 (the "Second Amended Joint Funding Agreement"); and
WHEREAS, the Steering Committee for the SVRIP is now in the process of
preparing for the formation of a separate Joint Powers Authority to implement the next
stages of the SVRIP;
WHEREAS, Network Participants now desire to amend the Second Amended
Joint Funding Agreement to provide a mechanism for transferring the assets and
obligations of the Network Participants related to the SVRIP to the proposed Joint
Powers Authority;
NOW THEREFORE, the Network Participants agree to amend the Second
Amended Joint Funding Agreement.
1. Section E of the Joint Funding Agreement to read as follows:
SVRIP JFA Amendment 1
T-15939\ SVRIP JFA Amendment 11-30-09.doc_2
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11/18/2009
"E. Term.
This Agreement shall terminate upon the earlier of the following:(a)
formation of a joint powers authority for the SVRIP by a majority of the
Network Participants and, after written notice from the Steering Committee
to the Network Participants, approval by the Steering Committee of a plan
for the disposition of assets held on behalf of the Network Participants,
accounts, and obligations, including the transfer or assignment of assets
and obligations to the joint powers authority; or (b) written notice from the
Steering Committee to the Network Participants that the objectives of the
SVRIP have been achieved, together with a plan for disposition of assets
on behalf of the Network Participants. Network Participants shall have ten
(10) days to register any objections in writing to such termination or plan.
Any Network Participant may withdraw from this Agreement effective at
least one hundred twenty (120) days prior written notice to each of the
other Network Participants. The Network Participants acknowledge that
they have already received the maximum benefit of their financial
contribution to the SVRIP and a Network Participant is not entitled to any
reimbursement of its contribution upon withdrawal from the SVRIP."
2. This Amendment may be signed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same amendment.
,"
3. Except as modified by this Amendment, the terms of the Second Amended Joint
Funding Agreement shall remain unchanged and in full force and effect.
4. This Amendment is governed and construed in accordance with the laws of the
State of California.
Remainder of page intentionally left blank.
Document continues on the following page.
SVRIP JFA Amendment 2
T-15939\ SVRIP JFA Amendment 11-30-09.doc_2
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11/18/2009
IN WITNESS WHEREOF, the Network Participants have caused this Amendment
to be executed by their duly authorized representatives as of the date first written above.
Approved as to Form:
By:
S. Shasta Greene, Deputy City Attorney
City of San Jose
City of Campbell
By: ~~)f2d:"
Name: ~XH'\\~~d K1C~
Title: C cl1,1 f'\'\{..h1f.:(.,.."'~
I ,j
City of Cupertino
By:
Name:
Title:
City of Gilroy
By:
Name:
Title:
City of Los Altos
By:
Name:
Title:
SVRIP JFA Amendment 3
T-15939\ SVRIP JFA Amendment 11-30-09.doc 2
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11/18/2009
Town of Los Altos Hills
By:
Name:
Title:
T own of Los Gatos
By:
Name:
Title:
City of Milpitas
By:
Name:
Title:
City of Monte Sereno
By:
Name:
Title:
City of Morgan Hill
By:
Name:
Title:
SVRIP JFA Amendment 4
T-15939\ SVRIP JFA Amendment 11-30-09.doc_2
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11/18/2009
City of Mountain View
By:
Name:
Title:
City of Palo Alto
By:
Name:
Title:
City of San Jose
By:
Name:
Title:
City of Santa Clara
By:
Name:
Title:
County of Santa Clara
By:
Name:
Title:
SVRIP JFA Amendment 5
T-15939\ SVRIP JFA Amendment 11-30-09.doc_2
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11/18/2009
City of Saratoga
By:
Name:
Title:
San Jose State University
By:
Name:
Title:
South Santa Clara Fire District
By:
Name:
Title:
Santa Clara Valley Water District
By:
Name:
Title:
City of Sunnyvale
By:
Name:
Title:
SVRIP JFA Amendment 6
T-15939\ SVRIP JFA Amendment 11-30-09.doc_2